8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2009

Q.E.P. CO., INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-21161	13-2983807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Broken Sound Parkway, NW Suite A

Boca Raton, Florida 33487

(Address of principal executive offices) (Zip Code)

561-994-5550

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

As reported in Part II Item 5 Other Information of its Form 10-Q for the quarterly period ended November 30, 2008 filed on January 22, 2009, on that date the Company entered into a Forbearance Agreement through March 16, 2009 applicable to the Company’s domestic credit facility and its Canadian mortgage facility.

In order to facilitate negotiation of the terms of an amendment to the loan agreement, on March 16, 2009, the Company and its domestic credit facility and Canadian mortgage facility lenders agreed to extend the Forbearance Agreement through April 16, 2009.

A copy of the extension is furnished as Exhibit 10.29 to this Current Report on Form 8-K. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.29	Forbearance Agreement Extension
99.1	Q.E.P. Co., Inc. Press Release, dated March 16, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Q.E.P. Co., Inc.
Dated: March 16, 2009	By:	/s/    Richard A. Brooke
	Name:	Richard A. Brooke
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.29	Forbearance Agreement Extension
99.1	Q.E.P. Co., Inc. Press Release, dated March 16, 2009

EX-10.29

Exhibit 10.29

March 16, 2009

Q.E.P. Co., Inc.

Roberts Consolidated Industries, Inc.,

Roberts Holding International, Inc.,

Roberts Company Canada Limited,

Q.E.P. Zocalis Holding L.L.C.,

Boiardi Products Corporation,

Roberts Capitol, Inc.,

QEP-California, Inc.,

Q.E.P. Stone Holdings, Inc.,

1001 Broken Sound Parkway, NW, Suite A,

Boca Raton, Florida 33487

Re: Forbearance Agreement Extension

Ladies and Gentlemen:

Q.E.P. CO., INC., a Delaware corporation, ROBERTS CONSOLIDATED INDUSTRIES, INC., a Delaware corporation, ROBERTS HOLDING INTERNATIONAL, INC., a Delaware corporation, ROBERTS COMPANY CANADA LIMITED, a corporation amalgamated under the laws of the province of Ontario, Canada, Q.E.P. ZOCALIS HOLDING L.L.C., a Delaware limited liability company, BOIARDI PRODUCTS CORPORATION, a Florida corporation, ROBERTS CAPITOL, INC., a Florida corporation, QEP-CALIFORNIA, INC., a California corporation and Q.E.P. STONE HOLDINGS, INC., a Florida corporation (collectively “Borrower” or “you”) are obligated to BANK OF AMERICA, N.A., (“BOA”) and HSBC BANK USA, NATIONAL ASSOCIATION, (“HSBC” and together with BOA, the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders, (hereinafter referred to as the “Agent”) pursuant to that certain third Amended and Restated Loan Agreement dated as of December 30, 2008 (as amended and in effect from time to time, the “Loan Agreement”), whereby Lenders have extended certain loans and other financial accommodations to Borrower secured by, among other things, a security interest in all the business assets of Borrower, and which payment and performance, now existing or hereafter arising, is guaranteed by Roberts Company Canada Limited (“Guarantor” and together with Borrower, Lenders, and Agent collectively the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement unless otherwise specified herein.

The Parties entered into that certain Forbearance Agreement dated January 22, 2009 (the “Forbearance Agreement”), which terminates on March 16, 2009. The Parties have agreed that the Forbearance Period (as defined in the Forbearance Agreement) be extended from March 16, 2009 through April 16, 2009. The parties hereby agree that any and all references in the Forbearance Agreement to “March 16, 2009” are hereby deleted and replaced with a reference to “April 16, 2009”. The Forbearance Agreement shall remain unmodified except as set forth herein. This letter may be executed in any number of counterparts, each of which shall constitute an original and all of which taken together shall constitute one instrument.

If the terms of this letter are acceptable to you and you agree to be bound by them, please so indicate by signing and returning the enclosed copy of this letter. This letter shall not become effective unless it is signed by each of the parties to whom it is addressed and returned to the Agent, to be received no later than 5:00 p.m., March 16, 2009, TIME BEING OF THE ESSENCE.

AGENT:
BANK OF AMERICA, N.A.
By:	/s/    Seth Tyminski
Name:	Seth Tyminski
Its:	Assistant Vice President
LENDERS:
BANK OF AMERICA, N.A.
By:	/s/    Seth Tyminski
Name:	Seth Tyminski
Its:	Assistant Vice President
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/    Jose V. Mazariegos
	Jose V. Mazariegos, Senior Vice President

ACCEPTED AND AGREED TO:

BORROWER:
Q.E.P. CO., INC.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
ROBERTS CONSOLIDATED INDUSTRIES, INC.
By:	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
ROBERTS HOLDING INTERNATIONAL, INC.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
ROBERTS COMPANY CANADA LIMITED
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)

Q.E.P. ZOCALIS HOLDING L.L.C.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
BOIARDI PRODUCTS CORPORATION
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
ROBERTS CAPITOL, INC.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
QEP-CALIFORNIA, INC.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)
Q.E.P. STONE HOLDINGS, INC.
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)

GUARANTOR:
ROBERTS COMPANY CANADA LIMITED
By	/s/    Lewis Gould
Name:	Lewis Gould
Its:	President
(Duly Authorized)

cc: James C. Schulwolf, Esquire

EX-99.1

Exhibit 99.1   CONTACT: Q.E.P. Co., Inc. Richard A. Brooke Chief Financial Officer 561-994-5550   Q.E.P. CO., INC. REPORTS EXTENSION OF AGREEMENT WITH LENDERS   BOCA RATON, FLORIDA—March 16, 2009—Q.E.P. CO., INC. (Nasdaq: QEPC) (the “Company”), today announced that it had entered into an extension of a Forbearance Agreement with its lenders for the forbearance period to continue through April 16, 2009. The parties agreed to the extension of the Forbearance Agreement in order to facilitate negotiation of the terms of an amendment to the Company’s domestic credit facility and Canadian mortgage facility.   Q.E.P. Co., Inc., founded in 1979, is a leading manufacturer, marketer and distributor of a broad line of flooring tools and accessories for the home improvement and professional installer markets. Under brand names Q.E.P and Roberts, Q.E.P. markets approximately 3,000 products used primarily for surface preparation and installation of ceramic tile, carpet, vinyl and wood flooring. The Company sells its products to large home improvement retail centers, as well as traditional distribution outlets in 50 states and around the world.   This press release contains forward-looking statements that represent the company’s expectations and beliefs concerning future events, based on information available to the company at the date of this press release. These forward-looking statements involve risks and uncertainties and are not guarantees of future performance.